Inspired Energy PLC Proposed Secondary Placing and Issue of Equity (6807N)

TIDMINSE

RNS Number : 6807N

Inspired Energy PLC

28 October 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

28 October 2016

Inspired Energy plc

("Inspired" or the "Group")

Proposed Secondary Placing and Issue of Equity

Inspired Energy plc (AIM: INSE), a leading energy procurement consultant to UK corporates, announces that Janet Thornton, Matthew Thornton, Paul Connor and Praetura Ventures (1) LLP, a limited liability partnership whose members are Michael Fletcher and David Foreman, (together, the "Directors") and an existing shareholder (together, the "Sellers") intend to offer for sale 37.7 million existing ordinary shares ("Ordinary Shares") of 0.125p each in the Group ("Placing Shares"), representing approximately 7.8% of the Enlarged Share Capital, as defined below, (the "Placing") at a price of 13.25p per Ordinary Share. The Directors will offer for sale up to 35.2 million Placing Shares representing approximately 7.3% of the Enlarged Share Capital as part of the Placing.

The principal purpose of the sale is in response to strong institutional demand, which will broaden the Group's shareholder register and increase liquidity in the Ordinary Shares. The Placing will take place via an accelerated bookbuild arranged by Shore Capital Stockbrokers Limited ("Shore Capital") and Panmure Gordon UK Limited ("Panmure Gordon") (together the "Joint Bookrunners"). The book for the Placing will open with immediate effect. The timing of the closing of the book will be at the absolute discretion of the Joint Bookrunners.

The Group also announces that, following the exercise of 750,000 share options under the Group's 2011 Share Option Scheme at an exercise price of 8.75p by Paul Connor, Finance Director, it has made an application to the London Stock Exchange for the admission to trading on AIM ("Admission") of 750,000 new Ordinary Shares ("New Shares"). Admission is expected to occur at 8.00 a.m. on 3 November 2016. The New Shares issued pursuant to the exercise of options will, on admission, rank pari passu with the Group's existing Ordinary Shares. Following the issue and Admission of the New Shares, the Group's share capital will comprise 485,588,955, Ordinary Shares ("Enlarged Share Capital").

Janet Thornton, Matthew Thornton and Praetura Ventures (1) LLP have entered into a two year restriction on sale of their Ordinary Shares (the "Locked-in Parties"). The Locked-in Parties have entered into irrevocable undertakings that they will not (and will procure, insofar as they are able, that any of their associates will not) dispose of any interest in ordinary shares for a period of 12 months following the Placing, save in certain very limited circumstances. The Locked-in Parties have each also undertaken that they will not (and will procure, insofar as they are able, that any of their associates will not) dispose of any interest in Ordinary Shares for a period of 12 months following the first anniversary of the Placing unless such disposal is effected through the Joint Bookrunners, to ensure an orderly market ("Orderly Market Period"). Any sale of Ordinary Shares during the Orderly Market Period will be at the sole discretion of the Joint Bookrunners.

For further information, please contact:

 
Inspired Energy plc                     www.inspiredplc.co.uk 
 Janet Thornton (Managing Director)      [phone] 
 Paul Connor (Finance Director) 
 David Foreman (Corporate Development 
 Director) 
Shore Capital (Nominated Adviser 
 and Joint Bookrunner) 
 Bidhi Bhoma 
 Edward Mansfield                        [phone] 
Panmure Gordon (Joint Bookrunner) 
 Ben Thorne 
 Erik Anderson                          [phone] 
Gable Communications 
 Justine James                            [phone] 
 John Bick                                [phone] 
                                          [e-mail] 
 

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (INCLUDING IN THE UNITED KINGDOM), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO IN ADDITION (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Joint Bookrunners or any of its agents or affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Joint Bookrunners or their agents or affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Joint Bookrunners to inform themselves about and to observe any applicable restrictions.

No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. However, nothing in this Important Notice shall be effective to limit or exclude liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and which has been instructed by the Sellers, will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Shore Capital, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and which has been instructed by the Sellers, will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Panmure Gordon, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 28, 2016 02:00 ET (06:00 GMT)